The purpose of this study was to compare an aerobic intervention to an aerobic plus flexibility intervention for sedentary community dwelling adults. Outcomes included measures of cardiovascular condition, functional performance, disability, and spinal flexibility. 210 participants enrolled for this study; 134 met criteria, were fully evaluated, and were randomized. 1 1 7 completed a 12 week exercise program and 1 1 4 completed a six month home program. Of the participants who were randomized, 67% were women, 25% were minorities. Measures were obtained at baseline, after 3-month of supervised exercise, and after 6-month of home-based exercise. Overall change scores were significant for measures of impairment and disability. Between group differences were significant only for maximum oxygen uptake. Repeated measures indicated that overall, participants improved during the supervised portion of the intervention but tended to return towards baseline following the home- based portion of the trial. Baseline data from this study were used to assess the relationship between MV02 and a global measure of physical ftmctioning to determine if a threshold exists. Results demonstrate a strong linear between maximal oxygen uptake and physical functioning. No threshold was found [manuscript in press]. This study provides the first link between directly measured maximal oxygen uptake (a component of physical activity) and functional limitations. Baseline data also were used to assess the effect of three fitness components (cardiorespiratory, morphologic, and strength) on fimctional limitations. After controlling for age, race, sex, education, depressive symptoms, and body mass index, all three fitness components were directly associated with fimctional limitations (p<0.05). This study is the first to examine directly individual fitness components as they related to fimctional limitation within the context of existing disability models.